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SEC Response Letter

Citadel
Broadcasting Corporation

7201 West
Lake Mead Boulevard, Suite 400

Las
Vegas, NV 89128

(702)
804-8204

April 26,
2005

Larry
Spirgel

Assistant
Director

United
Stated Securities and Exchange Commission

Division
of Corporation Finance

450 Fifth
Street, N.W., Mail Stop 4-7

Washington,
D.C. 20549

        Re:
Citadel
Broadcasting Corporation

        Form
10-K for the fiscal year ended December 31, 2004

Filed
March 14, 2005, File No. 1-31740

Dear Mr.
Spirgel:

This
letter sets forth the response of Citadel Broadcasting Corporation (the
“Company”) to the Staff’s comments to the above-referenced filing, which were
transmitted by letter dated April 13, 2005. This letter is being filed via EDGAR
in accordance with the rules and regulations of the Commission.

Set forth
below are the Staff’s comments, indicated in bold, together with the responses
thereto by the Company. All capitalized terms used but not defined in this
letter have the meanings ascribed to them in the Company’s Form 10-K for the
fiscal year ended December 31, 2004.

Item
2. Properties and Facilities, page 24

    1.

      Tell
      us how you evaluated the guidance in SFAS 143 in determining whether you
      have a legal retirement obligation associated with the operation of your
      tangible long-lived assets. We note that you have transmitter and antenna
      sites on leased land. Do any of these lease agreements include obligations
      at the end of the lease term to restore facilities or remove equipment?
      Also describe other arrangements or situations you considered in
      evaluating SFAS 143.

In
evaluating SFAS 143, we considered all legal retirement obligations related to
owned and leased properties of the Company. Certain of our lease agreements
contain provisions that require us to remove towers, transmitters or antenna
from the sites. In some cases, the lessor cannot demand that we perform any
equipment removal activities. In other cases, the lessor can demand that we
perform asset retirement activities but it is unlikely that they would require
such removal as the leasehold improvements that would be left behind increase
the value of the leased property. In those circumstances where we are required
to remove an antenna, tower, or transmitter, the costs are minimal to the
Company. We estimate that, during the past five years, company-wide costs
related to asset retirement activities have been less than $50,000 annually. Due
to the insignificance of such amounts (estimated at less than 1% of fixed
assets), the Company has not historically recorded an asset retirement
obligation and related capitalized asset retirement cost. While such amounts
have historically been insignificant, the Company will continue to monitor its
asset retirement obligation at each balance sheet date and, to the extent such
obligation is determined to be more than insignificant, we will record an asset
retirement obligation and related capitalized asset retirement
cost.

Management’s
Discussion and Analysis

Results
of Operations, page 31

      2.

      We
      note your disclosure regarding revenue and expense increases/decreases for
      the years ended December 31, 2004 compared to year ended December 31, 2003
      and December 31, 2003 compared to year ended December 31, 2002. This
      discussion does not provide a reader with substance in understanding your
      business and its material trends and uncertainties. Specifically, your
      discussion should consider including the
    following:

    ·

      A
      tabular presentation of relevant financial or other information, which
      would include line items and percentage changes as well as other
      information determined by a company to be useful, followed by a narrative
      discussion and analysis of known changes, events, trends, uncertainties
      and other matters.

    ·

      Identify
      and address key variables and other qualitative and quantitative factors
      which are peculiar to and necessary for an understanding and evaluation of
      your company.

    ·

      Discuss
      and analyze material trends, demands, commitments, events, and
      uncertainties and whether these trends and uncertainties will have, or are
      reasonably likely to have, a material impact on your liquidity, capital
      resources or results of operations in the
  future.

We have
reviewed the Commission’s Interpretive Release on Management’s Discussion and
Analysis of Financial Condition and Results of Operations and understand your
comments and the Commission's guidance on these matters. The
Company will comply with the guidance the Staff has provided with regard to
these matters in future filings beginning with the Company’s Form 10-Q for the
quarter ended March 31, 2005 by, among other things, including a tabular
presentation of relevant financial or other information and providing additional
discussion and analysis regarding any material trends, uncertainties, events or
other matters.

Critical
Accounting Policies

      3.

      We
      note that your disclosure did not address the quantitative value of your
      assumptions and their sensitivity to change. Since critical accounting
      estimates and assumptions are based on matters that are highly uncertain,
      you should analyze their specific sensitivity to change, based on other
      outcomes that are reasonably likely to occur and would have a material
      effect. Revise your disclosures to provide quantitative as well as
      qualitative disclosure when quantitative information is reasonably
      available and will provide material information for
      investors.

We have
reviewed Item 303 of Regulation S-K as well as Part Five of the Commission’s
Interpretive Release on Management’s Discussion and Analysis of Financial
Condition and Results of Operations and understand your comments and the
Commission's guidance on these matters. As the Company does not repeat its
critical accounting policy disclosures in each quarterly report when no material
changes have occurred, the Company will comply with the guidance the Staff has
provided with regard to these matters in future filings beginning with the
Company’s Form 10-K for the year ending December 31, 2005 by, among other
things, including more disclosure of quantitative information regarding the
assumptions utilized in our critical accounting policies when the quantitative
information is reasonably available and would provide material information for
investors.

Impairment
of Intangible Assets, page 37

    4.

      We
      note that in years subsequent to appraisals, you evaluate each market to
      determine if any significant changes have occurred in the market that
      would adversely impact the value of FCC licenses, and in some cases, you
      may engage a third party appraiser to assist in this evaluation. You also
      review the current year’s cash flows of the market and the audience share
      rating of the market compared to the year of the appraisals. Confirm to us
      that you test for impairment
annually.

The
Company tests for impairment annually and its testing date is October
1st of each
year.

    10.

      Non-cash
      Charge Related to Contract Obligations, page
    64

      5.

      We
      note that you recorded a non-cash charge of $16.4 million. We note that
      your new representation firm settled your obligations with the previous
      representation firm and you entered into a long term contract with them.
      The deferred amount related to this contract is included in other long
      term obligations, and the non-cash charge will be amortized over the life
      of the new contract. Tell us if the non-cash charge recognized is related
      to the old contract obligations settled by your new representation firm.
      Also, tell us the nature and amount of the deferred
      obligation.

We
confirm that the non-cash charge is primarily related to the old contract
obligation with the Company’s previous representation firm and was settled by
the Company’s new representation firm. Under the terms of the previous
representation contract, if the contract was teminated early without cause, the
Company would have been obligated to pay a termination fee to the old
representation firm. The Company agreed to a settlement with the old
representation firm for an amount less than what was required in the event of a
termination without cause under the contract. Simultaneously, the Company
entered into a new agreement with a new representation firm and the new
representation firm agreed to pay the settlement amount of approximately $24
million to the old representation firm on our behalf.

In
evaluating the accounting for this arrangement, the settlement amount paid on
our behalf was treated as an up-front payment that will be amortized over the
term of the new representation agreement. We believe this transaction is
analogous to the circumstances described in FTB 88-1 in which a new landlord
assumes an unfavorable pre-existing lease obligation of a tenant in connection
with signing the tenant to a new lease. The accounting for this transaction is
specified in the following paragraphs of FASB Technical Bulletin 88-1,
Issues
Related to the Accounting for Leases.

7.     Payments
made to or on behalf of the lessee represent incentives that should be
considered reductions of rental expense by the lessee and reductions of rental
revenue by the lessor over the term of the new lease. Similarly, losses incurred
by the lessor as a result of assuming a lessee's preexisting lease with a third
party should be considered an incentive by both the lessor and the lessee.
Incentives should be recognized on a straight-line basis over the term of the
new lease in accordance with paragraph 15 of Statement 13, Technical Bulletin
85-3, and paragraphs 1-5.

8.     The
lessee's immediate recognition of expenses or losses, such as moving expenses,
losses on subleases, or the write-off of abandoned leasehold improvements, is
not changed by this Technical Bulletin. Rather, this Technical Bulletin
addresses the question of when to recognize the incentive related to the new
lessor's assumption of that expense or loss. The new lessor and the lessee
should independently estimate any loss attributable to the assumption of a
preexisting lease with a third party. For example, the lessee's estimate of the
incentive could be based on a comparison of the new lease with the market rental
rate available for similar lease property or the market rental rate from the
same lessor without the lease assumption, and the lessor should estimate any
loss based on the total remaining costs reduced by the expected benefits from
the sublease or use of the assumed leased property.

Based on
the above guidance, we recorded the settlement amount paid by the new
representation firm to our old representation firm as a deferred obligation. The
Company was acquired in 2001 and at the time of the acquisition, the Company
recorded an unfavorable contract liability related to the old representation
contract. The unamortized balance of that liability at the date of the
settlement was approximately $8 million. The difference between the settlement
amount and the accrued liability was recorded as an expense.

The
deferred obligation of $24 million will be amortized over the term of the
agreement with our new representation firm as a reduction to our commission
expense.

    11.

      Income
      Taxes, page 64

      6.

      We
      noted that you recorded a tax benefit resulting from the reduction of the
      previously recorded valuation allowance against net deferred tax assets.
      Given that this is your first year of positive net income before income
      taxes, tell us in more detail how you determined that the available
      positive evidence carried more weight than the historical negative
      evidence in concluding that it was more likely than not that certain of
      your deferred tax assets would be realized in the future. Tell us
      specifically how you determined a valuation allowance balance of $0.7
      million was enough to sustain $122.4 million in deferred tax assets. In
      your response, address your future income forecasts, future acquisitions
      and funding for those acquisitions.

For the
year ended December 31, 2003, the Company reported a pre-tax book loss of $61.6
million and provided a 100% valuation allowance on all of the Company’s net
deferred tax assets, primarily its net operating loss (NOL) carryforward of over
$220 million, which will expire between December 31, 2018 and 2023. The Company
recorded no benefit associated with its deferred tax assets as it had not
reported book income in the preceding two years and therefore could not support
the utilization of the deferred tax assets.

During
2004, the Company’s interest expense continued to decrease due to debt
repayments in August of 2003 and in February of 2004, primarily as a result of
equity offerings by the Company. The proceeds from the stock issuances were used
to repay the Company’s outstanding debt. The Company also issued 1.875%
convertible notes in February 2004 and used the proceeds to repay its $500
million 6% notes. Interest expense for the year ended December 31, 2004
decreased by approximately $31.0 million when compared to the same period in
2003.

The
Company has also experienced a significant decrease in its amortization expense
for 2004 as compared to 2003. For the year ended December 31, 2004, depreciation
and amortization expense decreased approximately $39.4 million. This decrease is
primarily due to the reduction in amortization related to the Company’s
advertiser base asset established at the time of the Company’s acquisition in
June 2001. The Company also expects the amortization expense to decrease
significantly in 2005 as such advertiser base asset was substantially fully
amortized by December 31, 2004.

With the
reduction in both interest expense and amortization, the Company’s pre-tax book
income for 2004 was approximately $10.8 million.

In
accordance with paragraphs 20-25 of SFAS 109, the Company weighed all available
positive and negative evidence in order to determine whether it was more likely
than not that some portion or all of its deferred tax assets would not be
realized. Paragraph 24 of SFAS 109 states:

24. Examples
(not prerequisites) of positive evidence that might support a conclusion that a
valuation allowance is not needed when there is negative evidence include (but
are not limited to) the following:

      a.

      Existing
      contracts or firm sales backlog that will produce more than enough taxable
      income to realize the deferred tax asset based on existing sales prices
      and cost structures

      b.

      An
      excess of appreciated asset value over the tax basis of the entity's net
      assets in an amount sufficient to realize the deferred tax
      asset

      c.

      A
      strong earnings history exclusive of the loss that created the future
      deductible amount (tax loss carryforward or deductible temporary
      difference) coupled with evidence indicating that the loss (for example,
      an unusual, infrequent, or extraordinary item) is an aberration rather
      than a continuing condition.

Due to
our history of operating losses, we did not believe it would be appropriate to
project growth in our operations when evaluating the need for a valuation
allowance as such growth projections would not be sufficiently verifiable to
overcome our history of operating losses. Instead, we assumed zero growth in
revenue and operating profit, and projected our net income for 2005 through 2008
giving effect only to the objectively verifiable reduction in interest expense
and amortization expense discussed above. This projection